Common use of Buyer Acknowledgement Clause in Contracts

Buyer Acknowledgement. IN A TYPICAL REAL ESTATE TRANSACTION, A BUYER WILL USUALLY INCLUDE SEVERAL CONTINGENCIES WITH THEIR OFFER TO PURCHASE SUCH AS FINANCING, INSPECTION, TITLE, ENVIRONMENTAL, ETC. A BUYER WILL ALSO TYPICALLY HAVE A STATUTORY RIGHT OF TERMINATION OR RESCISSION ARISING FROM THE RECEIPT OF A SELLER DISCLOSURE STATEMENT OR RESALE CERTIFICATE. THESE ARE A FEW OF THE MORE COMMONLY USED CONTINGENCIES AND STATUTORY RIGHTS THAT PERMIT A BUYER TO TERMINATE AN OFFER TO PURCHASE AND RECEIVE A REFUND OF THE BUYERS XXXXXXX MONEY. WHILE REMOVAL OF CONTINGENCIES AND WAIVER OF STATUTORY RIGHTS MAY BE ATTRACTIVE TO A SELLER AND AID IN THE BUYER’S OFFER BEING ACCEPTED IN A MULTIPLE OFFER SITUATION, BUYERS ARE ADVISED TO CONSIDER THE RISKS THEY ARE TAKING BY NOT INCLUDING CONTINGENCIES IN THEIR OFFER AND WAIVING STATUTORY TERMINATION RIGHTS. THE BUYER’S ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY EXPERIENCED IN REAL ESTATE MATTERS PRIOR TO MAKING AN OFFER WITHOUT TYPICAL CONTINGENCIES AND/OR WAIVING STATUTORY RIGHTS. BUYER UNDERSTANDS THAT BROKERS CANNOT PROVIDE LEGAL ADVICE AND ARE NOT QUALIFIED TO ADVISE ON OR OTHERWISE INTERPRET THE CONTENTS OF THE AGREEMENT INCLUDING THIS ADDENDUM.

Buyer Acknowledgement. “AS-IS”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, NEITHER SELLER, NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER, HAS MADE ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, TO PURCHASER, OR TO ANYONE ACTING FOR OR ON BEHALF OF BUYER, CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE USE OR DEVELOPMENT THEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER, OR ANYONE ACTING FOR OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT AND IN ANY AGREEMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS-IS” AND “WITH ALL FAULTS” STATE OF REPAIR. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, (i) ALL MATTERS OF CONCERN TO BUYER SHALL BE INDEPENDENTLY VERIFIED PRIOR TO THE CLOSING TO THE EXTENT REASONABLY POSSIBLE AND (ii) BUYER SHALL PURCHASE THE PROPERTY BASED ON BUYER’S OWN PRIOR DUE DILIGENCE INVESTIGATIONS, INSPECTIONS AND EXAMINATIONS OF THE PROPERTY (OR BUYER’S ELECTION NOT TO DO SO). EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, BUYER WAIVES, EFFECTIVE AS OF THE CLOSING, AND SELLER DOES HEREBY DISCLAIM, ALL WARRANTIES OF ANY TYPE OR KIND WHATSOEVER WITH RESPECT TO THE PROPERTY, INCLUDING, BY WAY OF DESCRIPTION BUT NOT LIMITATION, THOSE OF FITNESS FOR A TYPICAL PARTICULAR PURPOSE AND USE, TENANTABILITY OR HABITABILITY. NOTHING IN THIS SECTION 8(r) SHALL BE CONSTRUED TO WAIVE, NEGATE, LIMIT OR DIMINISH SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING. BUYER IS A SOPHISTICATED BUYER WHICH IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF HEALTH CARE, SKILLED NURSING AND ASSISTED LIVING FACILITIES AND REAL ESTATE TRANSACTION, A BUYER WILL USUALLY INCLUDE SEVERAL CONTINGENCIES WITH THEIR OFFER PROJECTS SIMILAR TO PURCHASE SUCH AS FINANCING, INSPECTION, TITLE, ENVIRONMENTAL, ETCTHE PROPERTY. A BUYER WILL ALSO TYPICALLY THIS SECTION 8(r) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING DATE AND SHALL NOT BE DEEMED TO HAVE A STATUTORY RIGHT OF TERMINATION OR RESCISSION ARISING FROM THE RECEIPT OF A SELLER DISCLOSURE STATEMENT OR RESALE CERTIFICATE. THESE ARE A FEW MERGED INTO ANY OF THE MORE COMMONLY USED CONTINGENCIES AND STATUTORY RIGHTS THAT PERMIT A BUYER TO TERMINATE AN OFFER TO PURCHASE AND RECEIVE A REFUND OF THE BUYERS XXXXXXX MONEYDOCUMENTS EXECUTED OR DELIVERED AT CLOSING. WHILE REMOVAL OF CONTINGENCIES AND WAIVER OF STATUTORY RIGHTS MAY BE ATTRACTIVE TO A SELLER AND AID IN THE BUYER’S OFFER BEING ACCEPTED IN A MULTIPLE OFFER SITUATIONFor purposes of this Agreement, BUYERS ARE ADVISED TO CONSIDER THE RISKS THEY ARE TAKING BY NOT INCLUDING CONTINGENCIES IN THEIR OFFER AND WAIVING STATUTORY TERMINATION RIGHTSthe phrase “to Seller’s actual knowledge” or words of similar import shall mean the actual knowledge of Jxxxxxx Xxxxx. THE BUYER’S ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY EXPERIENCED IN REAL ESTATE MATTERS PRIOR TO MAKING AN OFFER WITHOUT TYPICAL CONTINGENCIES AND/OR WAIVING STATUTORY RIGHTS. BUYER UNDERSTANDS THAT BROKERS CANNOT PROVIDE LEGAL ADVICE AND ARE NOT QUALIFIED TO ADVISE ON OR OTHERWISE INTERPRET THE CONTENTS OF THE AGREEMENT INCLUDING THIS ADDENDUMSeller represents that Jxxxxxx Xxxxx is the most knowledgeable person regarding the Property and the operations of each Facility.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT THE BUYER IS ACQUIRING THE PROPERTY ON AN “AS-IS WHERE-IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN A TYPICAL REAL ESTATE TRANSACTIONTHIS AGREEMENT) BY SELLER AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, A BUYER WILL USUALLY INCLUDE SEVERAL CONTINGENCIES WITH THEIR OFFER WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO PURCHASE SUCH HAVE ANY LIABILITY WHATSOEVER AS FINANCINGTO THE VALUE, INSPECTIONHABITABILITY, TITLEUSE, ENVIRONMENTALCONDITION, ETC. A BUYER WILL ALSO TYPICALLY HAVE A STATUTORY RIGHT OF TERMINATION DESIGN, OPERATION, MERCHANTABILITY OR RESCISSION ARISING FROM THE RECEIPT OF A SELLER DISCLOSURE STATEMENT OR RESALE CERTIFICATE. THESE ARE A FEW FITNESS FOR USE OF THE MORE COMMONLY USED CONTINGENCIES AND STATUTORY RIGHTS THAT PERMIT A BUYER PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO TERMINATE AN OFFER TO PURCHASE AND RECEIVE A REFUND THE PROPERTY (OR ANY PART THEREOF), ANY USE OF THE BUYERS XXXXXXX MONEYPROPERTY, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE PROPERTY OR THE FACILITIES, AND SELLER SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. WHILE REMOVAL BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE PROPERTY, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE PROPERTY AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER HAS MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF CONTINGENCIES AND WAIVER OF STATUTORY RIGHTS MAY BE ATTRACTIVE TO A SELLER AND AID THE BUSINESSES OR OPERATIONS CONDUCTED IN THE BUYER’S OFFER BEING ACCEPTED IN A MULTIPLE OFFER SITUATION, BUYERS ARE ADVISED TO CONSIDER THE RISKS THEY ARE TAKING BY NOT INCLUDING CONTINGENCIES IN THEIR OFFER AND WAIVING STATUTORY TERMINATION RIGHTS. THE BUYER’S ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY EXPERIENCED IN REAL ESTATE MATTERS PRIOR TO MAKING AN OFFER WITHOUT TYPICAL CONTINGENCIES AND/OR WAIVING STATUTORY RIGHTSPROPERTY. BUYER UNDERSTANDS REPRESENTS AND WARRANTS TO THE SELLER, WITHOUT ANY LIMITATION WHATSOEVER, THAT BROKERS CANNOT PROVIDE LEGAL ADVICE AND ARE NOT QUALIFIED TO ADVISE IT IS ENTERING INTO THIS AGREEMENT SOLELY ON OR OTHERWISE INTERPRET THE CONTENTS BASIS OF THE AGREEMENT INCLUDING THIS ADDENDUMRESULTS OF THEIR OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS BETWEEN SELLER ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYER.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE SALE ASSETS ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN A TYPICAL REAL ESTATE TRANSACTIONTHIS AGREEMENT) BY SELLER OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, A BUYER WILL USUALLY INCLUDE SEVERAL CONTINGENCIES WITH THEIR OFFER WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO PURCHASE SUCH HAVE ANY LIABILITY WHATSOEVER AS FINANCINGTO THE VALUE, INSPECTIONHABITABILITY, TITLEUSE, ENVIRONMENTALCONDITION, ETC. A BUYER WILL ALSO TYPICALLY HAVE A STATUTORY RIGHT OF TERMINATION DESIGN, OPERATION, MERCHANTABILITY OR RESCISSION ARISING FROM THE RECEIPT OF A SELLER DISCLOSURE STATEMENT OR RESALE CERTIFICATE. THESE ARE A FEW FITNESS FOR USE OF THE MORE COMMONLY USED CONTINGENCIES AND STATUTORY RIGHTS THAT PERMIT A BUYER SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO TERMINATE AN OFFER TO PURCHASE AND RECEIVE A REFUND THE SALE ASSETS (OR ANY PART THEREOF), OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE BUYERS XXXXXXX MONEY. WHILE REMOVAL SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF CONTINGENCIES THE SALE ASSETS OR THE FACILITIES, AND WAIVER OF STATUTORY RIGHTS MAY BE ATTRACTIVE TO A SELLER AND AID LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONS, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S OFFER BEING ACCEPTED OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN A MULTIPLE OFFER SITUATIONTHIS SECTION 3.1, BUYERS AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE ADVISED TO CONSIDER THE RISKS THEY ARE TAKING BE BORNE BY NOT INCLUDING CONTINGENCIES IN THEIR OFFER AND WAIVING STATUTORY TERMINATION RIGHTS. THE BUYER’S ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY EXPERIENCED IN REAL ESTATE MATTERS PRIOR TO MAKING AN OFFER WITHOUT TYPICAL CONTINGENCIES AND/OR WAIVING STATUTORY RIGHTS. BUYER UNDERSTANDS THAT BROKERS CANNOT PROVIDE LEGAL ADVICE AND ARE NOT QUALIFIED TO ADVISE ON OR OTHERWISE INTERPRET THE CONTENTS OF THE AGREEMENT INCLUDING THIS ADDENDUM.